Governance

Board Compensation

The Board, using the recommendations of the Corporate Governance and Nominating Committee, conducts a review at least once every two years of the components and amount of Board compensation (including benefits) in relation to other similarly situated companies to ensure that Board compensation is consistent with market practices. Based on that review, the Board adjusts compensation as appropriate. Directors who are also employees of AT&T or its subsidiaries receive no separate compensation for serving as Directors or as members of Board Committees.

Board Independence

A substantial majority of the Directors of the Board shall be "independent" in accordance with the listing standards of the New York Stock Exchange. The Board, on an annual basis, reviews the independence of all Directors, affirmatively makes a determination as to the independence of each Director, and discloses those determinations. For a Director to be "independent," the Board must affirmatively determine that, in its business judgment, the Director has no material relationship with AT&T, either directly or as a partner, shareholder or officer of an organization that has a relationship with AT&T except as a Director. In making that determination, the Board adheres to the independence requirements of the New York Stock Exchange and the following additional standards:

A Director who owns, together with any ownership interests held by members of the Director's immediate family, 10% of another company that makes payments to, or receives payments from, AT&T (together with its consolidated subsidiaries) for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.

A Director who is, or whose immediate family member is, a director, trustee or officer of a charitable organization, or holds a similar position with such an organization, and AT&T (together with its consolidated subsidiaries) makes contributions to the charitable organization in an amount which exceeds, in any single fiscal year, the greater of $1 million per year or at least 5% of such organization's consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.

Code of Conduct

AT&T's Code of Business Conduct puts our values into action across the globe. More than just a set of rules, the CoBC is a guide to help us make the right decisions every day. The CoBC addresses common ethical and compliance issues covering a range of topics including diversity and nondiscrimination, conflicts of interest, customer and employee data privacy and our commitment to the environment. In addition, we maintain an easy-to-use website that provides access to specific policies and more detailed guidance around key CoBC issues. Each employee — from our part-time workers to our CEO — is responsible for reviewing the CoBC and understanding its provisions.

In 2013, we accomplished an approximately 99.6 percent completion rate on our CoBC training. We also target compliance training on particular topics to appropriate groups of employees — particularly employees new to the company — to improve their understanding of our commitments. These training courses include: the Fair Labor Standards Act, records management, sexual harassment, privacy, anti-corruption/anti-bribery and a variety of Environment, Health & Safety courses.

We learn from our CoBC violation reports whether to introduce training or additional communications about a particular area. Our training, which is mostly Web-based, involves hypothetical compliance situations and other techniques to get employees fully engaged in the learning process. We are adding video training options for many compliance courses, and we are working on versions of training that our field forces can access via their mobile devices.

In addition, we require documentation of ethical and compliant behavior in our managers´ annual appraisals.

Code of Ethics

The AT&T Code of Ethics applies to all employees, and also to our board of directors. The Code of Ethics emphasizes honest and ethical behavior, avoiding conflicts of interest and the importance of SEC filings and related statements that are fair and accurate.

Separately, our Citizenship & Sustainability Steering Committee comprises senior executives and officers from across the company with responsibility for the business areas most linked to our current citizenship and sustainability priorities. Each officer represents her/his entire department on the committee so as to reach a broader range of issues and perspectives.

Charlene Lake, our chief sustainability officer, leads our efforts to achieve a wide range of specific, sustainable business objectives — working with the Public Policy and Corporate Reputation Committee of the board of directors, the chairman´s office and AT&T´s executive team to further integrate sustainable business practices across AT&T and our supply chain.

In addition, we operate a number of expert teams to help drive the initiatives into the business.

CSR/Environmental Reporting

AT&T used the Global Reporting Initiative Framework to guide its selection of content and data included in its 2013 Sustainability Report. The list of GRI indicators that were reported on can be found by clicking on the GRI table. The report has been aligned with the GRI G3.1 at an Application Level B.

Executive Compensation

Annually, if not more frequently, the Human Resources Committee of the Board of Directors shall determine the compensation of the Chief Executive Officer, other executive officers and to the extent the Committee deems appropriate, other employees, awarding, where appropriate, such short or long term incentives or other awards the Committee deems appropriate and subsequently determining the attainment of goals and related payouts for incentive awards. As called for by the listing requirements of the New York Stock Exchange, the Committee shall annually, if not more frequently, review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and, after consulting with the Board, determine and approve the Chief Executive Officer's compensation based on this evaluation. The Committee shall report to the Board on actions it takes with respect to the evaluation and compensation of the Chief Executive Officer. The Committee shall review annually with the Chief Executive Officer his recommendations for the compensation of other employees, as appropriate.

Transparency Report

Protecting customer information and privacy is a top priority for us everywhere we operate. We provide details on customer data that has been requested by government or law enforcement in our Transparency Report.